Exhibit 1(q)
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO MASTER TRUST AGREEMENT
Regarding Designations of Sub-Trusts
and Classes of Shares
AMENDMENT NO. 16 to the Amended Master Trust Agreement dated July 26, 1984
(referred to herein as the "Agreement"), done this 9th day of August, 1999,
by the Trustees under such Agreement.
WITNESSETH:
WHEREAS, Section 4.1 of the Agreement authorizes the Trustees to
establish and designate sub-trusts and classes thereof; and
WHEREAS, Section 4.2 of the Agreement provides that the Trustees may fix
and determine certain relative rights and preferences of the shares of the
sub-trusts in accordance with the provisions of such Section 4.2; and
WHEREAS, the Trustees wish to establish and designate additional
sub-trusts and classes of shares of interest in such sub-trusts, and fix
and determine certain relative rights and obligations of the shares of
said classes of such sub-trusts; and
WHEREAS, Section 4.1 of the Agreement provides that a Trustee may act for
such purpose without shareholder approval;
NOW, THEREFORE, the Trustees hereby establish and designate the following
sub-trusts, authorize the designation of classes of shares and fix the
rights and preferences of the shares thereof as set forth herein.
Establishment and Designation of Sub-Trusts and Classes.
Without limiting the authority of the Trustees set forth in Section 4.1 of the
Agreement to establish and designate any further sub-trusts, and without
affecting the rights and preferences of any existing sub-trust or class of any
existing sub-trust, the Trustees hereby establish and designate five additional
sub-trusts which are designated the "Tax-Managed Equity Aggressive Strategy
Fund," "Tax-Managed Aggressive Strategy Fund," "Tax-Managed Moderate Strategy
Fund," "Tax-Managed Conservative Strategy Fund" and "Tax-Managed Small Cap
Fund." The shares of each such sub-trust shall be divided into Class S Shares
and Class C Shares. Each sub sub-trust shall have all the relative rights and
preferences granted by the Agreement to the existing sub-trusts including those
listed in Section 4.2 of the Agreement.
Without limiting the authority of the Trustees set forth in Section 4.1 of the
Agreement to establish and designate any further classes of any sub-trusts, and
without affecting the rights and performances of any existing sub-trust or class
of any existing sub-trust, the Trustees hereby establish and designate a new
Class C for the Equity T Fund.
In furtherance thereof, the Trustees direct that new Class C Shares and Class S
Shares of each Sub-Trust and the new Class C Shares of the Tax-Managed Large Cap
Fund shall have all the relative rights and preferences set forth in Section 4.2
of the Agreement, shall represent an equal proportionate interest in the
underlying assets and liabilities of that Sub-Trust, and shall generally have
identical voting, dividend, liquidation and other rights, preferences, powers,
restrictions, limitations, obligations, qualifications and terms and conditions
as all other Shares of such Sub-Trust, except that:
- each Class C Share offered in connection with a distribution plan
pursuant to Rule 12b-1 of the Investment Company Act of 1940, as
amended ("Distribution Plan") will bear, as a charge against
distributable income or gains or as a reduction in interest, certain
fees under its Distribution Plan and will have exclusive voting
rights on matters pertaining to the Distribution Plan of the Class
and any related agreements;
- each Class C Share offered in connection with a shareholder services
("Shareholder Services Plan") will bear, as a charge against
distributable income or gains or as a reduction in interest, certain
fees under its respective Shareholder Services Plan and will have
exclusive voting rights on matters pertaining to the Shareholder
Services Plan of the Class and any related agreements;
- each Class C and Class S Share of a Sub-Trust shall contain such
conversion feature as may be required to comply with regulations
applicable to the Sub-Trust or to the issuance of Shares of the
Sub-Trust;
- each Class C and Class S Share of a Sub-Trust will bear, as a charge
against distributable income or gains or as a reduction in interest,
differing amounts of certain expenses attributable to the Class;
- the Board shall provide for differing payments of dividends from
income or distributions of gains on a Class C and Class S Share of a
Sub-Trust to reflect different charges against such income or gains
or otherwise to equalize the net asset values of the Classes or, in
the absence of such policies, the net asset value per share of
different Classes of a Sub-Trust may differ at certain times;
- each Class C and Class S Share of a Sub-Trust may be accorded such
different exchange privileges from Shares of another Class as the
Board may deem proper from time to time;
- each Class C and Class S Share of a Sub-Trust shall be subject to
such different conditions of redemption, as shall be set forth in the
Trust's registration statement from time to time;
- each Share of any Class of a Sub-Trust will vote exclusively on
matters solely affecting Shares of that Class, and shall not vote
upon matters which do not affect such Class;
- each Class C and Class S Share of a Sub-Trust will have a different
class designation from any other Class of that Sub-Trust; and
- each Class C and Class S Share of a Sub-Trust may have such
additional rights and preferences, or be subject to such restrictions
and qualifications, as the Trustees by resolution may determine,
consistent with the provisions of the 1940 Act and the Internal
Revenue Code, as amended, and not otherwise identified above.
The undersigned hereby certify that the Amendment set forth above has been duly
adopted in accordance with the provisions of the Master Trust Agreement.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals for
themselves and their assigns, as of the day and year first above written. This
instrument may be executed in one or more counterparts, all of which shall
together constitute a single instrument.
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